Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.


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First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.
First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Operating Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

The LLC operating agreement outlines the ownership, management, and roles of each company member. As a result, it's highly recommended that the members of an LLC work together to create a written operating agreement after formation. An operating agreement serves as the only record of ownership in a company. LLC ownership information is not public or listed anywhere by the state. States with mandatory requirements: California, Delaware, Maine, Missouri, and New York require LLC operating agreements.

Categories of LLC Operating Agreement templates

Free Single-member LLC Operating Agreement Template

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Multi-member LLC Operating Agreement

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By State

Here's a list of the States where you might need a State-specific agreement:

Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Utah Texas Vermont Virginia Washington Washington D.C. West Virginia Wisconsin Wyoming

What is an LLC Operating Agreement?

As the corporate bylaws, an LLC operating agreement defines who owns the business, its management, its officers, and its operating procedure. Despite the fact that it is not a requirement in most states, financial companies will require it when opening bank accounts and receiving loans or investments. An individual's ownership interest may also be listed or verified inside an operating agreement by the IRS.

Key features of  an LLC agreement

There are 5 salient features that should be in an LLC agreement for it to exhibit clarity. They include:

Membership– The LLC Operating Agreement must be amended if a new member is added to the company, which requires the approval of all existing members, along with the written consent of the new member. It also applies to a change from one member to another in ownership.

Profit Distribution – With an LLC, members are responsible for paying their own taxes on the profits they receive from the LLC which makes it convenient to disburse profit

Flexibility – You can set up the Operating Agreement for the LLC in a simple way or incorporate as many laws for your company as you want. The paperwork and timelines for an LLC are typically much lower than those for most other business structures.

Pass-through tax – The company itself isn't taxed, but members pay their split of taxes based on their income

Protection – The LLC members are not personally liable for the business’s debts or liabilities. Many people choose an LLC over other types of business formation for this reason alone.

Five steps to forming an LLC

It's quite easy to set up an LLC online, and this is the reason there are so many professional services available to help. Services like these charge you the state's fee to form an LLC, plus a fee to create it for you. While it may seem daunting at first, there are easy steps below that will help you create an LLC on your own and save some money!

1. Start by selecting your state

Use the chart above to find the right document.

In America, the majority of businesses are small, local ones, so it only makes sense to register the company in the state where the business is headquartered. There are a few select states such as Delaware, Nevada, and Wyoming that are advantageous due to favorable tax laws and business infrastructures. A Delaware LLC, for example, can keep its members secret while only publicizing the name of its Registered Agent.

Local businesses should register in the state where they are located. A business with a virtual presence, for example, can research what state suits its model best, regardless of where it is located. It's important to find a Registered Agent that resides in the same state as your business if you decide to incorporate your LLC in a different state from where you live. There are a number of professional services that offer Registered Agents for hire at a reasonable cost, so obtaining one is not a difficult task. With your state selected, let's consider a name for your LLC.

2. Decide and pick a name for your company

It's ideal to choose a business name that is original and distinctive but also refers to your industry and location.

Imagine you are setting up a Bookkeeping business in Orlando, Florida. An ideal company name would be "Orlando Bookkeeping LLC". We will search the Florida Division of Corporations' website for our desired name for our LLC, using this name as the basis for our search.

Screenshot of the Florida Division of Corporation

"Orlando Bookkeeping", as we can see (first on the list), was previously filed as an INC, but someone abandoned it for some unknown reason, as you can see its status as "INACT.".

INACT or inactive names are still up for grabs. Excellent news! In this case, we can go ahead and file for the name since it's inactive.

Pro Tip: The URL of your website should be the same as the name of your LLC if you are looking to create one for your business. It would look very credible to have a domain name that compliments a business name, such as OrlandoBookkeeping.com.

This domain name, however, has probably already been registered. Perhaps you would need to change your business name to match a domain name that is available. A domain name service on the internet can help you find out whether a domain is available.

3. Choosing your registered agent

If not affiliated with the LLC, a Registered Agent can be a third-party agent that handles all legal notices, such as lawsuits, on behalf of the LLC. Among single-member LLCs, some states allow the members to also serve as the registered agents, while other states require that the registered agent be a third party. Physical addresses in the State where the company is incorporated are required for the registered agent. This cannot be a P.O.Box. As part of the Articles of Organization, your state will ask for the name and address of the registered agent. In your LLC Operating Agreement, you should also include the registered agent's details.

Pro tip: You need to notify the State of any change in the registered agent's mailing address and file the appropriate paperwork. Not doing so can result in the dissolution of your business.

4. Forming an LLC (Articles of Organization)

When it comes to filing Articles of Organization for an LLC, every state has its own process. State governments offer the option to file online, which is the best and easiest option; otherwise, you must fill out the Articles of Organization by hand and mail them to your Secretary of State's office.

In order to fill out your LLC articles of organization, you will need the following information:

  • The filing fee (around $40-$500 depending on your state)
  • Business headquarters
  • Mailing Address (can be same as principal business location)
  • Registered Agent's name and address
  • Email and correspondence address (Lets the State inform you of important notices, such as its Annual Report).
  • Members and authorized representatives' names and addresses (Authorized Representatives are the members with authority to act on the company's behalf, such as opening a business bank account).

5. Write the LLC Operating Agreement

Now that your LLC is active, you must create an LLC Operating Agreement. Keeping an internal record of this document is the responsibility of the individual, not the government. The ONLY document identifying the ownership (%) of the company is this document. Your LLC should also include much of the same information. The following items should be in your LLC Operating Agreement:

  • Members' names and signatures
  • Capital Contributions and Percentages of Members
  • Annual Meeting Dates

Provide a copy of the LLC Operating Agreement to each Member and store it in a secure location.  

Writing Instructions

The under-listed sections are all within the LLC Operating Agreement and must be thoroughly completed. Remember this is the SOLE document showing the entire modus operandi of the business, so handle it with care.

  • Name of Your LLC
  • State of Jurisdiction (Choose Your State)
  • Select Type ( Single-member or multi-member)
  • Principal Place of Business
  • Registered Agent and Office
  • Member Contributions ( Distributions, Bank account operations, and Company management)
  • Member Meetings
  • Assignment of Interests
  • Ownership of Company Property (Applies to Single-Member ONLY)
  • Right of First Refusal (Multi-Member Only)
  • Admission of New Members
  • Withdrawal Events (Multi-Member Only) includes Dissolution and Liquidation plus Representation of members and Notices
  • Amendments (indemnification- applicable to single-member and Miscellaneous
Frequently Asked Questions
Questions about this template.